(a) The Proponent acknowledges and accepts that the Project Owner may appoint advisers including:
(1) a probity auditor;
(2) a financial auditor;
(3) an estimator;
(4) a construction, engineering or technical reviewer;
(5) commercial advisers; and
(6) legal advisers,
to be accountable independently and directly to the Project Owner to validate the Project Proposal, to perform any task required by the Project Owner and to provide independent reports and validation of any aspect of the Project Proposal.
(b) Without limiting clause 10(a), the Project Owner will engage the services of an independent adviser to:
(1) observe the preparation of the TOC by the Proponent and verify all of the methodology, approaches, assumptions, quantities, rates, amounts, estimations and contingencies used or included in the TOC prepared as part of the Project Proposal; and
(2) provide a report to the Project Owner in respect of the TOC.
(c) The Proponent agrees, in the spirit of the commitments it has made in clause 3 and elsewhere in this Agreement, to:
(1) provide the Project Owner's independent advisers with full access to all records and the basis of all of the methodology, approaches, assumptions, quantities, rates, amounts, estimations and contingencies referred to above during the investigations and the preparation of the TOC; and
(2) fully co-operate with and assist the Project Owner's advisers to ensure that such advisers are able to effectively and expeditiously carry out their duties.
(d) In preparing the TOC, the Proponent commits to an 'open book' approach, meaning that, without limiting clause 3.3, the Project Owner can have access to all records, information and data in the possession of the Proponent which in any way has a bearing on the TOC. This aspect of the open book philosophy must be carried forward by the Proponent into all aspects of costing and accounting.
(e) The Proponent must honestly and openly answer any questions the Project Owner's independent advisers and the Project Owner may have in connection with the Project Proposal (including the TOC) in a manner consistent with the Proponent's commitments under clause 3 of this Agreement.
(f) The Project Owner must bear all of the costs of any independent advisers appointed under this clause 10.